Exhibit 4.5 

















$100,000,000 AGGREGATE
PRINCIPAL AMOUNT 



Regal-Beloit
Corporation 



2.75% CONVERTIBLE
SENIOR SUBORDINATED NOTES 



DUE 2024 



Resale Registration
Rights Agreement 



dated April 5, 2004 

























         RESALE
REGISTRATION RIGHTS AGREEMENT, dated as of April 5, 2004, among Regal-Beloit Corporation,
a Wisconsin corporation (together with any successor entity, herein referred to as the
“Company”), Banc of America Securities LLC, Deutsche Bank Securities
Inc., Wachovia Capital Markets, LLC and Robert W. Baird & Co. Incorporated, as
representatives of the several initial purchasers (the “Initial
Purchasers”) under the Purchase Agreement (as defined below). 



         Pursuant
to the Purchase Agreement, dated as of March 30, 2004, between the Company and Banc of
America Securities LLC and Deutsche Bank Securities Inc., Wachovia Capital Markets, LLC
and Robert W. Baird & Co. Incorporated, as representatives of Initial Purchasers (the
“Purchase Agreement”), the Initial Purchasers have agreed to purchase
from the Company $100,000,000 ($115,000,000 if the Initial Purchasers exercise their
option in full) in aggregate principal amount at maturity of 2.75% Convertible Senior
Subordinated Notes due 2024 (the “Notes”). The Notes may become
convertible into fully paid, nonassessable (except for certain statutory liabilities that
may be imposed by Section 180.0622(b) of the Wisconsin Business Corporation Law, as
judicially interpreted) shares of common stock, par value $.01 per share, of the Company
together with the rights (the “Rights”) evidenced by such Common Stock to
the extent provided in the Rights Agreement dated as of January 28, 2000 between the
Company and BankBoston, N.A. (collectively, the “Common Stock”). The
Notes will be convertible on the terms, and subject to the conditions, set forth in the
Indenture (as defined herein). To induce the Initial Purchasers to purchase the Notes, the
Company has agreed to provide the resale registration rights set forth in this Agreement
pursuant to Section 5(g) of the Purchase Agreement. 



         The
parties hereby agree as follows: 



         1.       Definitions.
Capitalized terms used in this Agreement without definition           shall have
their respective meanings set forth in the Purchase Agreement.As used in this
Agreement, the following capitalized terms shall have the           following meanings:  




        “Affiliate”of
any specified person means any other person which, directly or indirectly, is in control
of, is controlled by, or is under common control with, such specified person. For
purposes of this definition, control of a person means the power, direct or indirect, to
direct or cause the direction of the management and policies of such person whether by
contract or otherwise; and the terms “controlling and “controlledhave
meanings correlative to the foregoing.  




        “Agreement”:
This Resale Registration Rights Agreement.  




        “Amended
Effectiveness Deadline Date” has the meaning set forth in Section 2(e) hereof.  




        “Blue
Sky Application”: As defined in Section 6(a)(i) hereof.  





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        “Business
Day”: The definition of "Business Day" in the Indenture.  




        “Commission”:
Securities and Exchange Commission. 




        “Common
Stock”: As defined in the preamble hereto.  




        “Company”:
As defined in the preamble hereto.  




        “Effectiveness
Period”: As defined in Section 2(a)(iii) hereof.  




        “Effectiveness
Target Date”: As defined in Section 2(a)(ii) hereof.  




        “Exchange
Act”: Securities Exchange Act of 1934, as amended.  




        “Holder”:
A Person who owns, beneficially or otherwise, Transfer Restricted Securities.  




        “Indemnified
Holder”: As defined in Section 6(a) hereof.  




        “Indenture”:
The Indenture, dated as of April 5, 2004 between the Company and U.S. Bank National
Association, as trustee (the “Trustee), pursuant to which the Securities are
to be issued, as such Indenture is amended, modified or supplemented from time to time in
accordance with the terms thereof.  




        “Initial
Purchasers”: As defined in the preamble hereto.  




        “Liquidated
Damages”: As defined in Section 3(a) hereof.  




        “Liquidated
Damages Payment Date”: Each March 15 and September 15.  




        “Majority
of Holders”: Holders holding over 50% of the aggregate principal amount of Notes
outstanding; provided that, for the purpose of this definition, a holder of shares of
Common Stock which constitute Transfer Restricted Securities issued upon conversion of
the Notes shall be deemed to hold an aggregate principal amount at maturity of Notes (in
addition to the principal amount of Notes held by such holder) equal to the quotient of
(x) the number of such shares of Common Stock held by such holder and (y) the conversion
rate in effect at the time of such conversion as determined in accordance with the
Indenture.  




        “NASD”:
National Association of Securities Dealers, Inc.  




        “Notes”:
As defined in the preamble hereto.  




        “Notice
and Questionnaire” means a written notice executed by the respective Holder and
delivered to the Company containing substantially the information called for by the
Selling Securityholder Notice and Questionnaire attached as Appendix A to the Offering
Memorandum of the Company issued March 30, 2004 relating to the Notes.  





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        “Notice
Holder”. A Holder who has delivered a Notice and Questionnaire to the Company.  




        “Person”:
An individual, partnership, corporation, company, unincorporated organization, trust,
joint venture or a government or agency or political subdivision thereof.  




        “Purchase
Agreement”: As defined in the preamble hereto.  




        “Prospectus”:
The prospectus included in a Shelf Registration Statement, as amended or supplemented by
any prospectus supplement and by all other amendments thereto, including post-effective
amendments, and all material incorporated by reference into such prospectus.  




        “Record
Holder”: With respect to any Liquidated Damages Payment Date, each Person who is
a Holder on the 15th day preceding the relevant Liquidated Damages Payment
Date. In the case of a Holder of shares of Common Stock issued upon conversion of the
Notes, “Record Holder shall mean each Person who is a Holder of shares of
Common Stock which constitute Transfer Restricted Securities on the 15th day
preceding the relevant Liquidated Damages Payment Date.  




        “Registration
Default”: As defined in Section 3(a) hereof.  




        “Securities
Act”: Securities Act of 1933, as amended.  




        “Shelf
Filing Deadline”: As defined in Section 2(a)(i) hereof.  




        “Shelf
Registration Statement”: As defined in Section 2(a)(i) hereof.  




        “Subsequent
Shelf Registration Statement” has the meaning set forth in Section 2(c) hereof.  




        “Suspension
Notice”: As defined in Section 4(c) hereof.  




        “Suspension
Period”: As defined in Section 4(b)(i) hereof.  




        “TIA”:
Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission
thereunder, in each case, as in effect on the date the Indenture is qualified under the
TIA.  




        “Transfer
Restricted Securities”: Each Note and each share of Common Stock issued upon conversion
of Notes until the earlier of:  




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	 	        (i)       
                    the date on which such Note or such share of Common Stock issued upon
conversion                     has been effectively registered under the Securities Act
and disposed of in                     accordance with the Shelf Registration Statement;  








	 	        (ii)      
                    the date on which such Note or such share of Common Stock issued upon
conversion                     is transferred in compliance with Rule 144 under the
Securities Act or may be                     sold or transferred by a person who is not
an affiliate of the Company pursuant                     to Rule 144(k) under the
Securities Act (or any other similar provision then in                     force); or  








	 	        (iii)     
                    the date on which such Note or such share of Common Stock issued upon
conversion                     ceases to be outstanding (whether as a result of
redemption, repurchase and                     cancellation, conversion or otherwise).  








        “Underwritten
Registration”: A registration in which Notes of the Company are sold to an
underwriter for reoffering to the public.  




        Unless
the context otherwise requires, the singular includes the plural, and words in the plural
include the singular.  




         2.       
Shelf Registration.  




	 	        (a)       
                    The Company shall:  







	 	        (i)       
                    not later than 90 days after the date hereof (the “Shelf
Filing                     Deadline”), cause to be filed a registration
statement pursuant to Rule                     415 under the Securities Act (the “Shelf
Registration                     Statement”), which Shelf Registration Statement
shall provide for                     resales of all Transfer Restricted Securities held
by Holders that have provided                     the information required pursuant to
the terms of Section 2(b) hereof;  







	 	        (ii)      
                    use commercially reasonable efforts to cause the Shelf Registration
Statement to                     be declared effective by the Commission not later than
180 days after the date                     hereof (the “Effectiveness Target Date”);
and  







	 	        (iii)     
                    use commercially reasonable efforts to keep the Shelf Registration
Statement                     continuously effective, supplemented and amended as
required by the provisions                     of Section 4(b) hereof to the extent
necessary to ensure that (A) it is                     available for resales by the
Holders of Transfer Restricted Securities entitled,                     subject to
Section 2(b), to the benefit of this Agreement and (B) it conforms
                    with the requirements of this Agreement and the Securities Act and
the rules and                     regulations of the Commission promulgated thereunder as
announced from time to                     time, for a period (the “Effectiveness
Period”) until                     the earlier of:  







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	 	        (1)       
                    two years from the last date of original issuance of any of the
Notes;  







	 	        (2)       
                    the expiration of the holding period applicable to the Securities
held by                     non-affiliates under Rule 144(k) under the Securities Act; or  







	 	        (3)       
                    the date when all of the Transfer Restricted Securities of those
Holders that                     complete and deliver in a timely manner the Holder
Questionnaire described below                     are registered under the Shelf
Registration Statement and disposed of in                     accordance with the Shelf
Registration Statement.  







	 	        (b)       
                    At the time the Shelf Registration Statement is declared effective,
each Holder                     that became a Notice Holder on or prior to the date ten
(10) Business Days prior                     to such time of effectiveness shall be named
as a selling securityholder in the                     Shelf Registration Statement and
the related Prospectus in such a manner as to                     permit such Holder to
deliver such Prospectus to purchasers of Transfer                     Restricted
Securities in accordance with applicable law. None of the                     Company’s
securityholders (other than the Holders of Transfer Restricted
                    Securities) shall have the right to include any of the Company’s
securities                     in the Shelf Registration Statement.  







	 	        (c)       
                    If the Shelf Registration Statement or any Subsequent Shelf
Registration                     Statement ceases to be effective for any reason at any
time during the                     Effectiveness Period (other than because all Transfer
Restricted Securities                     registered thereunder shall have been resold
pursuant thereto or shall have                     otherwise ceased to be Transfer
Restricted Securities), the Company shall use                     commercially reasonable
efforts to obtain the prompt withdrawal of any order                     suspending the
effectiveness thereof, and in any event shall within thirty (30)                     days
of such cessation of effectiveness amend the Shelf Registration Statement
                    in a manner reasonably expected to obtain the withdrawal of the order
suspending                     the effectiveness thereof, or file an additional Shelf
Registration Statement                     covering all of the securities that as of the
date of such filing are Transfer                     Restricted Securities ( a “Subsequent
Shelf Registration                     Statement”). If a Subsequent Shelf
Registration Statement is filed, the                     Company shall use commercially
reasonable efforts to cause the Subsequent Shelf                     Registration
Statement to become effective as promptly as is practicable after
                    such filing and to keep such Registration Statement (or subsequent
Shelf                     Registration Statement) continuously effective until the end of
the                     Effectiveness Period.  








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	 	        (d)       
                    The Company shall supplement and amend the Shelf Registration
Statement if                     required by the rules, regulations or instructions
applicable to the                     registration form used by the Company for such
Shelf Registration Statement, if                     required by the Securities Act or as
reasonably requested by the Initial                     Purchasers or by the Trustee on
behalf of the Holders of the Transfer Restricted                     Securities covered
by such Shelf Registration Statement.  







	 	        (e)       
                    Each Holder agrees that if such Holder wishes to sell Transfer
Restricted                     Securities pursuant to a Shelf Registration Statement and
related Prospectus, it                     will do so only in accordance with this
Section 2(e) and Section 4(b). Each                     Holder wishing to sell Transfer
Restricted Securities pursuant to a Shelf                     Registration Statement and
related Prospectus must deliver a Notice and                     Questionnaire to the
Company. In order to be named as a selling securityholder                     in the
Prospectus at the time of effectiveness of the Shelf Registration
                    Statement, the Notice and Questionnaire must be delivered at least
ten (10)                     Business Days prior to the effectiveness of the Shelf
Registration Statement.                     From and after the date the Shelf
Registration Statement is declared effective,                     the Company shall, upon
the later of (x) thirty (30) Business Days after the                     date a Notice
and Questionnaire is delivered (but no earlier than thirty (30)
                    Business Days after effectiveness) or (y) thirty (30) Business Days
after the                     expiration of any Suspension Period in effect when the
Notice and Questionnaire                     is delivered or put into effect within
thirty (30) Business Days of such                     delivery date:  







	 	        (i)       
                    if required by applicable law, file with the SEC a post-effective
amendment to                     the Shelf Registration Statement or prepare and, if
required by applicable law,                     file a supplement to the related
Prospectus or a supplement or amendment to any                     document incorporated
therein by reference or file any other required document                     so that the
Holder delivering such Notice and Questionnaire is named as a                     selling
securityholder in the Shelf Registration Statement and the related
                    Prospectus in such a manner as to permit such Holder to deliver such
Prospectus                     to purchasers of the Transfer Restricted Securities in
accordance with                     applicable law and, if the Company shall file a
post-effective amendment to the                     Shelf Registration Statement, use
commercially reasonable efforts to cause such                     post-effective
amendment to be declared effective under the Securities Act as
                    promptly as is practicable, but in any event by the date (the “Amendment
                    Effectiveness Deadline Date”) that is sixty (60) days after
the date                     such post effective amendment is required by this clause to
be filed:  







	 	        (ii)      
                    provide such Holder copies of the any documents filed pursuant to
Section                     2(e)(i); and  








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	 	        (iii)     
                    notify such Holder as promptly as practicable after the effectiveness
under the                     Securities Act of any post-effective amendment filed
pursuant to Section                     2(e)(i);  







provided that if such Notice
and Questionnaire is delivered during a Suspension Period, the Company shall so inform the
Holder delivering such Notice and Questionnaire and shall take the actions set forth in
clauses (i), (ii) and (iii) above upon expiration of the Suspension Period in accordance
with Section 4(b). Notwithstanding anything contained herein to the contrary, (i) the
Company shall be under no obligation to name any Holder that is not a Notice Holder as a
selling securityholder in any Registration Statement or related Prospectus and (ii) the
Amendment Effectiveness Deadline Date shall be extended by up to ten (10) Business Days
from the Expiration of a Suspension Period (and the Company shall incur no obligation to
pay Liquidated Damages during such extension) if such Suspension Period shall be in effect
on the Amendment Effectiveness Deadline Date. 



         3.       Liquidated
Damages.  




	 	        (a)       
               Each event referred to in the following clauses (i) through (vi), is a
               “Registration Default”:  







	 	        (i)       
               the Shelf Registration Statement is not filed with the Commission prior to
or on                the Shelf Filing Deadline;  







	 	        (ii)      
               the Shelf Registration Statement has not been declared effective by the
               Commission prior to or on the Effectiveness Target Date;  







	 	        (iii)     
               the Company has failed to perform its obligations set forth in Section
2(e)                within the time period required therein;  







	 	        (iv)      
               any post-effective amendment to a Shelf Registration filed pursuant to
Section                2(e)(i) has not become effective under the Securities Act on or
prior to the                Amendment Effectiveness Deadline Date;  







	 	        (v)       
               except as provided in Section 4(b)(i) hereof, the Shelf Registration
Statement                is filed and declared effective but, during the Effectiveness
Period, shall                thereafter cease to be effective or fail to be usable for
its intended purpose                without being succeeded within five Business Days by
a post-effective amendment                to the Shelf Registration Statement, a
supplement to the Prospectus or a report                filed with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the                Exchange Act that
cures such failure and, in the case of a post-effective                amendment, is
itself immediately declared effective; or  








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	 	        (vi)      
               (A) prior to or on the 45th or 60th day, as the case may be, of any
Suspension                Period, such suspension has not been terminated or (B)
Suspension Periods exceed                an aggregate of 120 days in any 360 day period.  







	 	        (b)       
               If a Registration Default occurs, other than a Registration Default
relating to                a failure to file or have an effective Shelf Registration
Statement with respect                to shares of Common Stock issuable upon conversion
of the Notes that are                Transfer Restricted Securities:  







	 	        (1)       
               the Company hereby agrees to pay interest (“Liquidated
               Damages”) with respect to the Notes that are Transfer Restricted
               Securities from and including the day following beginning of the
Registration                Default to but excluding the earlier of (a) the day on which
the Registration                Default has been cured and (b) the date the Shelf
Registration Statement is no                longer required to be kept effective,
accruing at a rate (i) with respect to the                first 90-day period during
which a Registration Default shall have occurred and                be continuing, equal
to 0.25% per annum of the aggregate principal amount of the                Notes, and
(ii) with respect to the period commencing on the 91st day following                the
day the Registration Default shall have occurred and be continuing, equal to
               0.50% per annum of the aggregate principal amount of the Notes; provided               that
in no event shall Liquidated Damages accrue at a rate per year exceeding
               0.50% of the aggregate principal amount of the Notes; and  







	 	        (2)       
               The Company hereby agrees in respect of each Note that is a Transfer
Restricted                Security submitted by a Holder for conversion during the
existence of such                Registration Default, (a) to issue and deliver to such
Holder additional shares                of Common Stock equal to 3% of the Applicable
Conversion Rate (as defined in the                Indenture) for each $1,000 principal
amount of Notes (except to the extent the                Company elects to deliver cash
upon conversion in accordance with the terms of                the Indenture) and (b) to
pay on the settlement date with respect to such                conversion, interest
accruing for each day commencing on (and including) the                first day of the
Registration Default and ending on (but excluding) such                settlement date at
a rate per annum (i) with respect to the first 90-day period                during which
a Registration Default shall have occurred and be continuing, equal                to
0.25% per annum of the aggregate principal amount of the Notes, and (ii) with
               respect to the period commencing on the 91st day following the day the
               Registration Default shall have occurred and be continuing, equal to 0.50%
per                annum of the aggregate principal amount of the Notes; provided that
in no                event shall Liquidated Damages accrue at a rate per year exceeding
0.50% of the                aggregate principal amount of the Notes. Any such Holder will
not be entitled to                received Liquidated Damages on such Common Stock.  







8 












         In
respect of Common Stock each Holder of Common Stock will not be entitled to any Liquidated
Damages. 



	 	        (c)       All
accrued Liquidated Damages shall be paid in arrears to Record Holders by the
          Company on each Liquidated Damages Payment Date. Upon the cure of all
          Registration Defaults relating to any particular Note the accrual of Liquidated
          Damages with respect to such Note will cease.  







         All
obligations of the Company set forth in this Section 3 that are outstanding with respect
to any Transfer Restricted Security at the time such security ceases to be a Transfer
Restricted Security shall survive until such time as all such obligations with respect to
such Transfer Restricted Security shall have been satisfied in full. 



         The
Liquidated Damages set forth above shall be the exclusive remedy available to the Holders
of Transfer Restricted Securities for each Registration Default. 



         4.       Registration
Procedures.  




	 	        (a)       
                    In connection with the Shelf Registration Statement, the Company
shall comply                     with all the provisions of Section 4(b) hereof and shall
use commercially                     reasonable efforts to effect such registration to
permit the sale of the                     Transfer Restricted Securities, and pursuant
thereto, shall as expeditiously as                     possible prepare and file with the
Commission a Shelf Registration Statement                     relating to the
registration on any appropriate form under the Securities Act.  







	 	        (b)       
                    In connection with the Shelf Registration Statement and any
Prospectus required                     by this Agreement to permit the sale or resale of
Transfer Restricted                     Securities, the Company shall:  







	 	        (i)       
                    Subject to any notice by the Company in accordance with this Section
4(b) of the                     existence of any fact or event of the kind described in
Section 4(b)(iii)(D),                     use commercially reasonable efforts to keep the
Shelf Registration Statement                     continuously effective during the
Effectiveness Period; upon the occurrence of                     any event that would
cause the Shelf Registration Statement or the Prospectus                     contained
therein (A) to contain a material misstatement or omission or (B) not
                    to be effective and usable for resale of Transfer Restricted
Securities during                     the Effectiveness Period, the Company shall file
promptly an appropriate                     amendment to the Shelf Registration
Statement, a supplement to the Prospectus or                     a report filed with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d)                     of the
Exchange Act, in the case of clause (A), correcting any such misstatement
                    or omission, and, in the case of either clause (A) or (B), use
commercially                     reasonable efforts to cause such amendment to be
declared effective and the                     Shelf Registration Statement and the
related Prospectus to become usable for                     their intended purposes as
soon as practicable thereafter. Notwithstanding the                     foregoing, the
Company may suspend the effectiveness of the Shelf Registration
                    Statement by written notice to the Holders for a period not to exceed
an                     aggregate of 45 days in any 90-day period (each such period, a
                    “Suspension Period”) if:  








9 












	 	        (x)        an
event occurs and is continuing as a result of which the Shelf Registration
               Statement, the Prospectus, any amendment or supplement thereto, or any
document                incorporated by reference therein would, in the Company’s
judgment, contain                an untrue statement of a material fact or omit to state
a material fact required                to be stated therein or necessary to make the
statements therein not misleading;                and  







	 	        (y)                   the
Company determines in good faith that the disclosure of such event at such
               time would be prejudicial to or contrary to the interests of the Company
and its                subsidiaries;  







	 	
provided
that, in the event the disclosure relates to a previously undisclosed proposed or pending
material business transaction, the disclosure of which the Company determines in good
faith would be reasonably likely to impede the Company’s ability to consummate such
transaction, the Company may extend a Suspension Period from 45 days to 60 days; provided,
however, that Suspension Periods shall not exceed an aggregate of 120 days in any 360-day
period. The Company shall not be required to specify in the written notice to the Holders
the nature of the event giving rise to the Suspension Period. 






	 	        (ii)      
               Prepare and file with the Commission such amendments and post-effective
               amendments to the Shelf Registration Statement as may be necessary to keep
the                Shelf Registration Statement effective during the Effectiveness
Period; cause                the Prospectus to be supplemented by any required Prospectus
supplement, and as                so supplemented to be filed pursuant to Rule 424 under
the Securities Act, and                to comply fully with the applicable provisions of
Rules 424 and 430A under the                Securities Act in a timely manner; and comply
with the provisions of the                Securities Act with respect to the disposition
of all Notes covered by the Shelf                Registration Statement during the
applicable period in accordance with the                intended method or methods of
distribution by the sellers thereof set forth in                the Shelf Registration
Statement or supplement to the Prospectus.  








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	 	        (iii)     
               Advise the Notice Holders promptly and, if requested by such Notice
Holders, to                confirm such advice in writing, except as provided in clause
(D) below:  







	 	        (A)       
               when the Prospectus or any Prospectus supplement or post-effective
amendment has                been filed, and, with respect to the Shelf Registration
Statement or any                post-effective amendment thereto, when the same has
become effective,  







	 	        (B)       
               of any request by the Commission for amendments to the Shelf Registration
               Statement or amendments or supplements to the Prospectus or for additional
               information relating thereto,  







	 	        (C)       
               of the issuance by the Commission of any stop order suspending the
effectiveness                of the Shelf Registration Statement under the Securities Act
or of the                suspension by any state securities commission of the
qualification of the                Transfer Restricted Securities for offering or sale
in any jurisdiction, or the                initiation of any proceeding for any of the
preceding purposes, or  







	 	        (D)       
               of the existence of any fact or the happening of any event, during the
               Effectiveness Period, that makes any statement of a material fact made in
the                Shelf Registration Statement, the Prospectus, any amendment or
supplement                thereto, or any document incorporated by reference therein
untrue, or that                requires the making of any additions to or changes in the
Shelf Registration                Statement or the Prospectus in order to make the
statements therein not                misleading.  







	 	
If
at any time the Commission shall issue any stop order suspending the effectiveness of the
Shelf Registration Statement, or any state securities commission or other regulatory
authority shall issue an order suspending the qualification or exemption from
qualification of the Transfer Restricted Securities under state securities or Blue Sky
laws, the Company shall use its best efforts to obtain the withdrawal or lifting of such
order at the earliest possible time and will provide to each Holder who is named in the
Shelf Registration Statement prompt notice of the withdrawal of any such order. 







11 











	 	        (iv)      
                    Upon reasonable notice, for a reasonable period prior to the filing
of the Shelf                     Registration Statement, and throughout the Effective
Period, make available at                     reasonable times for inspection by one or
more representatives of the Notice                     Holders, designated in writing by
a Majority of Holders whose Transfer                     Restricted Securities are
included in the Shelf Registration Statement, and any                     attorney or
accountant retained by such Notice Holders, all financial and other
                    records, pertinent corporate documents and properties of the Company
as shall be                     reasonably necessary to enable them to conduct a
reasonable investigation within                     the meaning of Section 11 of the
Securities Act, and cause the Company’s                     officers, directors,
managers and employees to supply all information reasonably                     requested
by any such representative or representatives of the Notice Holders,
                    attorney or accountant in connection therewith; provided, however,
that                     the Company shall have no obligation to deliver information to
any Notice Holder                     or representative pursuant to this Section 4(b)(iv)
unless such Notice Holder or                     representative shall have executed and
delivered a confidentiality agreement in                     a form acceptable to the
Company relating to such information.  







	 	        (v)       
                    If reasonably requested by the Initial Purchasers or any Notice
Holder, promptly                     incorporate in the Shelf Registration Statement or
Prospectus, pursuant to a                     supplement or post-effective amendment if
necessary, such information as such                     Notice Holders may reasonably
request to have included therein, including,                     without limitation,
information relating to the “Plan of                     Distribution” of
the Transfer Restricted Securities; provided                    that the Company
shall not be required to take any actions under this Section                     4(b)(v)
that are not, in the reasonable opinion of counsel for the Company,
                    required by, or in compliance with, applicable law.  







	 	        (vi)      
                    Furnish to each Notice Holder upon their request, without charge, at
least one                     conformed copy (or an electronic copy thereof) of the Shelf
Registration                     Statement, as first filed with the Commission, and of
each amendment thereto but                     excluding schedules and any documents
incorporated by reference therein or                     exhibits thereto (or exhibits
incorporated in such exhibits by reference) as                     such Person may
request.  








12 











	 	        (vii)     
                    During the Effective Period, deliver to each Notice Holder, without
charge, as                     many copies of the Prospectus (including each preliminary
Prospectus) and any                     amendment or supplement thereto as such Persons
reasonably may request; subject                     to any notice by the Company in
accordance with this Section 4(b) of the                     existence of any fact or
event of the kind described in Section 4(b)(iii)(D),                     the Company
hereby consents (except during such periods that a Suspension Notice
                    is outstanding and has not been revoked) to the use of the Prospectus
and any                     amendment or supplement thereto by each of the Notice Holders
in connection with                     the offering and the sale of the Transfer
Restricted Securities covered by the                     Prospectus or any amendment or
supplement thereto in the manner set forth                     therein.  







	 	        (viii)    
                    Before any public offering of Transfer Restricted Securities,
cooperate with the                     Notice Holders and their counsel in connection
with the registration and                     qualification of the Transfer Restricted
Securities under the securities or Blue                     Sky laws of such
jurisdictions in the United States as the Notice Holders may
                    reasonably request and do any and all other acts or things necessary
or                     advisable to enable the disposition in such jurisdictions of the
Transfer                     Restricted Securities covered by the Shelf Registration
Statement; provided, however, that the Company shall not be required (A) to
register or qualify                     as a foreign corporation or a dealer of
securities where it is not now so                     qualified or to take any action
that would subject it to the service of process                     in any jurisdiction
where it is not now so subject or (B) to subject itself to                     general or
unlimited service of process or to taxation in any such jurisdiction
                    if they are not now so subject.  







	 	        (ix)      
                    Cooperate with the Notice Holders to facilitate the timely
preparation and                     delivery of certificates representing Transfer
Restricted Securities to be sold                     and not bearing any restrictive
legends (unless required by applicable                     securities laws); and enable
such Transfer Restricted Securities to be in such                     denominations and
registered in such names as the Notice Holders may request at                     least
two Business Days before any sale of Transfer Restricted Securities.  







	 	        (x)       
                    Use its best efforts to cause the Transfer Restricted Securities
covered by the                     Shelf Registration Statement to be registered with or
approved by such other                     U.S. governmental agencies or authorities as
may be necessary to enable the                     seller or sellers thereof to
consummate the disposition of such Transfer                     Restricted Securities.  








13 











	 	        (xi)      
                    Subject to Section 4(b)(i) hereof, if any fact or event contemplated
by Section                     4(b)(iii)(D) hereof shall exist or have occurred, use its
best efforts to                     prepare a supplement or post-effective amendment to
the Shelf Registration                     Statement or related Prospectus or any
document incorporated therein by                     reference or file any other required
document so that, as thereafter delivered                     to the purchasers of
Transfer Restricted Securities, the Prospectus will not                     contain an
untrue statement of a material fact or omit to state any material
                    fact required to be stated therein or necessary to make the
statements therein,                     in light of the circumstances in which they are
made, not misleading.  







	 	        (xii)     
                    Provide CUSIP numbers for all Transfer Restricted Securities not
later than the                     effective date of the Shelf Registration Statement and
provide the Trustee under                     the Indenture with certificates for the
Notes that are in a form eligible for                     deposit with The Depository
Trust Company.  







	 	        (xiii)    
                    Cooperate and assist in any filings required to be made with the NASD
and in the                     performance of any due diligence investigation by any
underwriter that is                     required to be retained in accordance with the
rules and regulations of the                     NASD.  







	 	        (xiv)     
                    Otherwise use commercially reasonable efforts to comply with all
applicable                     rules and regulations of the Commission and all reporting
requirements under the                     rules and regulations of the Exchange Act.  







	 	        (xv)      
                    Cause the Indenture to be qualified under the TIA not later than the
effective                     date of the Shelf Registration Statement required by this
Agreement, and, in                     connection therewith, cooperate with the Trustee
and the holders of Notes to                     effect such changes to the Indenture as
may be required for such Indenture to be                     so qualified in accordance
with the terms of the TIA; and execute and use                     commercially
reasonable efforts to cause the Trustee thereunder to execute all
                    documents that may be required to effect such changes and all other
forms and                     documents required to be filed with the Commission to
enable such Indenture to                     be so qualified in a timely manner.  







	 	        (xvi)     
                    Cause all Common Stock covered by the Shelf Registration Statement to
be listed                     or quoted, as the case may be, on each securities exchange
or automated                     quotation system on which Common Stock is then listed or
quoted.  







	 	        (xvii)    
                    Make available to each Holder upon written request each document
filed with the                     Commission pursuant to the requirements of Section 13
and Section 15 of the                     Exchange Act after the effective date of the
Shelf Registration Statement,                     unless such document is available
through the Commission’s EDGAR system.  







14 












	 	        (c)       
                    Each Holder agrees by acquisition of a Transfer Restricted Security
that, upon                     receipt of any notice (a “Suspension Notice”)
from the Company                     of the existence of any fact of the kind described
in Section 4(b)(iii)(D)                     hereof, such Holder will forthwith
discontinue disposition of Transfer                     Restricted Securities pursuant to
the Shelf Registration Statement until:  







	 	        (i)       
                    such Holder has received copies of the supplemented or amended
Prospectus                     contemplated by Section 4(b)(xi) hereof; or  







	 	        (ii)      
                    such Holder is advised in writing by the Company that the use of the
Prospectus                     may be resumed, and has received copies of any additional
or supplemental                     filings that are incorporated by reference in the
Prospectus.  







If so directed by the Company, each
Holder will deliver to the Company (at the Company’s expense) all copies, other than
permanent file copies then in such Holder’s possession, of the Prospectus covering
such Transfer Restricted Securities that was current at the time of receipt of such notice
of suspension. 



	 	        (d)       Each
Holder agrees by acquisition of a Transfer Restricted Security, that no           Holder
shall be entitled to sell any of such Transfer Restricted Securities           pursuant
to a Registration Statement, or to receive a Prospectus relating           thereto,
unless such Holder has furnished the Company with a Notice and           Questionnaire as
required pursuant to Section 2(e) hereof (including the           information required to
be included in such Notice and Questionnaire) and the           information set forth in
the next sentence. Each Notice Holder agrees promptly           to furnish to the Company
all information required to be disclosed in order to           make the information
previously furnished to the Company by such Notice Holder           not misleading and
any other information regarding such Notice Holder and the           distribution of such
Transfer Restricted Securities as the Company may from time           to time reasonably
request in writing. Any sale of any Transfer Restricted           Securities by any
Holder shall constitute a representation and warranty by such           Holder that the
information relating to such Holder and its plan of distribution           is as set
forth in the Prospectus delivered by such Holder in connection with           such
disposition, that such Prospectus does not as of the time of such sale           contain
any untrue statement of a material fact relating to or provided by such           Holder
to its plan of distribution and that such Prospectus does not as of the           time of
such sale omit to state any material fact relating to or provided by           such
Holder or its plan of distribution necessary to make the statements in such
          Prospectus, in the light of the circumstances under which they were made not
          misleading.  








15 











	 	        (e)       Each
Holder further agrees not to sell any Transfer Restricted Securities           pursuant
to the Shelf Registration Statement without delivering, or causing to           be
delivered, a Prospectus to the purchaser thereof and to notify the Company,
          within 10 business days of a requested by the Company, of the amount of
Transfer           Restricted Securities sold pursuant to the Shelf Registration
Statement and, in           the absence of a response, the Company may assume that all of
the Holder’s           Transfer Restricted Securities were so sold.  







         5.       Registration
Expenses.  




        All
expenses incident to the Company’s performance of or compliance with this Agreement
shall be borne by the Company regardless of whether a Shelf Registration Statement becomes
effective, including, without limitation: 



	 	        (i)       
                    all registration and filing fees and expenses (including filings made
with the                     NASD);  







	 	        (ii)      
                    all fees and expenses of compliance with federal securities and state
Blue Sky                     or securities laws;  







	 	        (iii)     
                    all expenses of printing (including printing of Prospectuses and
certificates                     for the Common Stock to be issued upon conversion of the
Notes) and the                     Company’s expenses for messenger and delivery
services and telephone;  







	 	        (iv)      
                    all fees and disbursements of counsel to the Company;  







	 	        (v)       
                    all application and filing fees in connection with listing (or
authorizing for                     quotation) the Common Stock on a national securities
exchange or automated                     quotation system pursuant to the requirements
hereof; and  







	 	        (vi)       
                    all fees and disbursements of independent certified public
accountants of the                     Company.  







        The
Company shall bear its internal expenses (including, without limitation, all salaries and
expenses of their officers and employees performing legal, accounting or other duties),
the expenses of any annual audit and the fees and expenses of any Person, including
special experts, retained by the Company. 



         6.       Indemnification
And Contribution. 




	 	        (a)       
                    The Company agrees to indemnify and hold harmless each Holder of
Transfer                     Restricted Securities covered by the Shelf Registration
Statement (including                     each Initial Purchaser), its directors,
officers, and employees and each person,                     if any, who controls any
such Holder within the meaning of the Securities Act or                     the Exchange
Act (each, an “Indemnified Holder”), against any
                    loss, claim, damage, liability or expense, joint or several, or any
action in                     respect thereof (including, but not limited to, any loss,
claim, damage,                     liability or action relating to resales of the
Transfer Restricted Securities),                     to which such Indemnified Holder may
become subject, insofar as any such loss,                     claim, damage, liability or
action arises out of, or is based upon:  








16 











	 	        (i)       
                    any untrue statement or alleged untrue statement of a material fact
contained in                     (A) the Shelf Registration Statement as originally filed
or in any amendment                     thereof, in any Prospectus, or in any amendment
or supplement thereto or (B) any                     blue sky application or other
document or any amendment or supplement thereto                     prepared or executed
by the Company (or based upon written information furnished                     by or on
behalf of the Company expressly for use in such blue sky application or
                    other document or amendment on supplement) filed in any jurisdiction
                    specifically for the purpose of qualifying any or all of the Transfer
Restricted                     Securities under the securities law of any state or other
jurisdiction (such                     application or document being hereinafter called a
“Blue Sky                     Application”); or  







	 	        (ii)      
                    the omission or alleged omission to state therein any material fact
required to                     be stated therein or necessary to make the statements
therein, in the light of                     the circumstances under which they were
made, not misleading,  







and agrees to reimburse each
Indemnified Holder promptly upon demand for any legal or other expenses reasonably
incurred by such Indemnified Holder in connection with investigating, defending, settling,
compromising or paying any such loss, claim, damage, liability, expense or action;
provided, however, that the Company shall not be liable in any such case to the
extent that any such loss, claim, damage, liability or expense arises out of, or is based
upon, any untrue statement or alleged untrue statement or omission or alleged omission
made in reliance upon and in conformity with written information furnished to the Company
by or on behalf of such Holder (or its related Indemnified Holder) specifically for use
therein and provided, further, however, that with respect to any untrue statement
or omission or alleged untrue statement or omission made in any Prospectus (excluding the
correcting amendment or supplement thereto), the indemnity agreement contained in this
Section 6(a) shall not inure to the benefit of any Indemnified Holder from whom the person
asserting any such losses, claims, damages or liabilities received the Transfer Restricted
Securities concerned, to the extent that a Prospectus relating to such Transfer Restricted
Securities were required to be delivered by such holder under the Securities Act in
connection with such purchase and any such loss, claim, damages or liability of such
holder results from the fact that there was not sent or given to such person, at or prior
to the written confirmation of the sale of such Transfer Restricted Securities to such
person, a copy of a subsequent amended or supplemented Prospectus correcting such untrue
statement or omission or alleged untrue statement or omission if the Company had furnished
copies thereof to such Indemnified Holder prior to the required time of delivery of such
Prospectus. The foregoing indemnity agreement is in addition to any liability which the
Company may otherwise have. 




17 











	 	        (b)       
                    Each Holder, severally and not jointly, agrees to indemnify and hold
harmless                     the Company, its directors, officers and employees and each
person, if any, who                     controls the Company within the meaning of the
Securities Act or the Exchange                     Act to the same extent as the
foregoing indemnity from the Company to each such                     Holder, but only
with reference to written information relating to such Holder
                    furnished to the Company by or on behalf of such Holder specifically
for                     inclusion in the documents referred to in the foregoing
indemnity. This                     indemnity agreement set forth in this Section shall
be in addition to any                     liabilities which any such Holder may otherwise
have. In no event shall any                     Holder, its directors, officers or any
person who controls such Holder be liable                     or responsible for any
amount in excess of the amount by which the total amount                     received by
such Holder with respect to its sale of Transfer Restricted
                    Securities pursuant to a Shelf Registration Statement exceeds (i) the
amount                     paid by such Holder for such Transfer Restricted Securities
and (ii) the amount                     of any damages that such Holder, its directors,
officers or any person who                     controls such Holder has otherwise been
required to pay by reason of such untrue                     or alleged untrue statement
or omission or alleged omission.  







	 	        (c)       
                    Promptly after receipt by an indemnified party under this Section 6
of notice of                     any claim or the commencement of any action, the
indemnified party shall, if a                     claim in respect thereof is to be made
against the indemnifying party under this                     Section 6, notify the
indemnifying party in writing of the claim or the                     commencement of
that action; provided, however, that the failure to                     notify the
indemnifying party shall not relieve it from any liability which it
                    may have under this Section 6 except to the extent it has been
materially                     prejudiced by such failure and, provided, further, that
the failure to                     notify the indemnifying party shall not relieve it
from any liability which it                     may have to an indemnified party
otherwise than under this Section 6. If any                     such claim or action
shall be brought against an indemnified party, and it shall                     notify
the indemnifying party thereof, the indemnifying party shall be entitled
                    to participate therein and, to the extent that it wishes, jointly
with any other                     similarly notified indemnifying party, to assume the
defense thereof with                     counsel satisfactory to the indemnified party.
After notice from the                     indemnifying party to the indemnified party of
its election to assume the                     defense of such claim or action, the
indemnifying party shall not be liable to                     the indemnified party under
this Section 6 for any legal or other expenses                     subsequently incurred
by the indemnified party in connection with the defense                     thereof other
than reasonable costs of investigation; provided, however,                    that
the Holders shall have the right to employ a single counsel to represent
                    jointly the Holders and their officers, employees and controlling
persons who                     may be subject to liability arising out of any claim in
respect of which                     indemnity may be sought by the Holders against the
Company under this Section 6                     if the Holders seeking indemnification
shall have been advised by legal counsel                     that there may be one or
more legal defenses available to such Holders and their                     respective
officers, employees and controlling persons that are different from
                    or additional to those available to the Company, and in that event,
the fees and                     expenses of such separate counsel shall be paid by the
Company. No indemnifying                     party shall:  







18 












	 	        (i)       
                    without the prior written consent of the indemnified parties (which
consent                     shall not be unreasonably withheld) settle or compromise or
consent to the entry                     of any judgment with respect to any pending or
threatened claim, action, suit or                     proceeding in respect of which
indemnification or contribution may be sought                     hereunder (whether or
not the indemnified parties are actual or potential                     parties to such
claim or action), unless such settlement, compromise or consent
                    includes an unconditional release of each indemnified party from all
liability                     arising out of such claim, action, suit or proceeding, or  







	 	        (ii)      
                    be liable for any settlement of any such action effected without its
written                     consent (which consent shall not be unreasonably withheld),
but if settled with                     its written consent or if there be a final
judgment for the plaintiff in any                     such action, the indemnifying party
agrees to indemnify and hold harmless any                     indemnified party from and
against any loss of liability by reason of such                     settlement or
judgment.  







	 	        (d)       
                    The indemnifying party under this Section shall not be liable for any
settlement                     of any proceeding effected without its written consent,
which shall not be                     withheld unreasonably, but if settled with such
consent or if there is a final                     judgment for the plaintiff, the
indemnifying party agrees to indemnify the                     indemnified party against
any loss, claim, damage, liability or expense by                     reason of such
settlement or judgment. Notwithstanding the foregoing sentence,                     if at
any time an indemnified party shall have requested an indemnifying party
                    to reimburse the indemnified party for fees and expenses of counsel
as                     contemplated by Section 6(c) hereof, the indemnifying party agrees
that it shall                     be liable for any settlement of any proceeding effected
without its written                     consent if (i) such settlement is entered into
more than 30 days after receipt                     by such indemnifying party of the
aforesaid request and (ii) such indemnifying                     party shall not have
reimbursed the indemnified party in accordance with such                     request
prior to the date of such settlement. No indemnifying party shall,
                    without the prior written consent of the indemnified party, effect
any                     settlement, compromise or consent to the entry of judgment in any
pending or                     threatened action, suit or proceeding in respect of which
any indemnified party                     is or could have been a party and indemnity was
or could have been sought                     hereunder by such indemnified party, unless
such settlement, compromise or                     consent (x) includes an unconditional
release of such indemnified party from all                     liability on claims that
are the subject matter of such action, suit or                     proceeding and (y)
does not include a statement as to or an admission of fault,
                    culpability or a failure to act by or on behalf of any indemnified
party.  








19 












	 	        (e)       
                    If the indemnification provided for in this Section 6 shall for any
reason be                     unavailable or insufficient to hold harmless an indemnified
party under Section                     6(a) or 6(b) in respect of any loss, claim,
damage or liability (or action in                     respect thereof) referred to
therein, each indemnifying party shall, in lieu of                     indemnifying such
indemnified party, contribute to the amount paid or payable by                     such
indemnified party as a result of such loss, claim, damage or liability (or
                    action in respect thereof):  







	 	        (i)       
                    in such proportion as is appropriate to reflect the relative benefits
received                     by the Company from the offering and sale of the Transfer
Restricted Securities                     on the one hand and a Holder with respect to
the sale by such Holder of the                     Transfer Restricted Securities on the
other, or  







	 	        (ii)      
                    if the allocation provided by Section (6)(d)(i) is not permitted by
applicable                     law, in such proportion as is appropriate to reflect not
only the relative                     benefits referred to in Section 6(d)(i) but also
the relative fault of the                     Company on the one hand and the Holders on
the other in connection with the                     statements or omissions or alleged
statements or alleged omissions that resulted                     in such loss, claim,
damage or liability (or action in respect thereof), as well                     as any
other relevant equitable considerations.  







The relative benefits received by the
Company on the one hand and a Holder on the other with respect to such offering and such
sale shall be deemed to be in the same proportion as the total net proceeds from the
offering of the Notes purchased under the Purchase Agreement (before deducting expenses)
received by the Company, on the one hand, bear to the total proceeds received by such
Holder with respect to its sale of Transfer Restricted Securities on the other. The
relative fault of the parties shall be determined by reference to whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company on the one hand or the
Holders on the other, the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such statement or omission. The Company
and each Holder agree that it would not be just and equitable if the amount of
contribution pursuant to this Section 6(d) were determined by pro rata allocation
or by any other method of allocation that does not take into account the equitable
considerations referred to in the first sentence of this paragraph (d). 




20 











         The
amount paid or payable by an indemnified party as a result of the loss, claim, damage or
liability, or action in respect thereof, referred to above in this Section 6 shall be
deemed to include, for purposes of this Section 6, any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending or
preparing to defend any such action or claim. 



         Notwithstanding
the provisions of this Section 6, no Holder shall be required to contribute any amount in
excess of the amount by which the total price at which the Transfer Restricted Securities
purchased by it were resold exceeds the amount of any damages which such Holder has
otherwise been required to pay by reason of any untrue or alleged untrue statement or
omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any
Person who was not guilty of such fraudulent misrepresentation. The Holders’
obligations to contribute as provided in this Section 6(d) are several and not joint. 



	 	        (f)       
                    The provisions of this Section 6 shall remain in full force and
effect,                     regardless of any investigation made by or on behalf of any
Holder or the                     Company or any of the officers, directors or
controlling persons referred to in                     Section 6 hereof, and will survive
the sale by a Holder of Transfer Restricted                     Securities.  







         7.       Rule
144A and Rule 144. The Company agrees with each Holder, for so long
                    as any Transfer Restricted Securities remain outstanding and during
any period                     in which the Company (i) is not subject to Section 13 or
15(d) of the Exchange                     Act, to make available, upon request of any
Holder, to such Holder or beneficial                     owner of Transfer Restricted
Securities in connection with any sale thereof and                     any prospective
purchaser of such Transfer Restricted Securities designated by                     such
Holder or beneficial owner, the information required by Rule 144A(d)(4)
                    under the Securities Act in order to permit resales of such Transfer
Restricted                     Securities pursuant to Rule 144A, and (ii) is subject to
Section 13 or 15 (d) of                     the Exchange Act, to make all filings
required thereby in a timely manner in                     order to permit resales of
such Transfer Restricted Securities pursuant to Rule                     144.  




         8.       No
Participation In Underwritten Registrations. No Holder may participate
                    in any Underwritten Registration hereunder.  




         9.       
Miscellaneous.  




	 	        (a)       
Remedies. Nothing shall preclude a Notice Holder or a Holder of Transfer
                    Restricted Securities from pursuing or obtaining specific performance
or other                     equitable relief with respect to this Agreement.  








21 











	 	        (b)       
Actions Affecting Transfer Restricted Securities. The Company shall not,
                    directly or indirectly, take any action with respect to the Transfer
Restricted                     Securities as a class that would adversely affect the
ability of the Holders of                     Transfer Restricted Securities to include
such Transfer Restricted Securities in                     a registration undertaken
pursuant to this Agreement.  







	 	        (c)       
No Inconsistent Agreements. The Company has not, as of the date hereof,
                    entered into, nor shall it, on or after the date hereof, enter into,
any                     agreement with respect to its securities that is inconsistent
with the rights                     granted to the Holders in this Agreement or otherwise
conflicts with the                     provisions hereof. In addition, the Company shall
not grant to any of its                     securityholders (other than the Holders of
Transfer Restricted Securities in                     such capacity) the right to include
any of its securities in the Shelf                     Registration Statement provided
for in this Agreement other than the Transfer                     Restricted Securities.  







	 	        (d)       
Amendments and Waivers. This Agreement may not be amended, modified or
                    supplemented, and waivers or consents to or departures from the
provisions                     hereof may not be given, unless the Company has obtained
the written consent of                     a Majority of Holders at the time outstanding;
provided, however,                     that with respect to any matter that
directly or indirectly adversely affects                     the rights of any Initial
Purchaser hereunder, the Company shall obtain the                     written consent of
each such Initial Purchaser against which such amendment,
                    qualification, supplement, waiver or consent is to be effective.
Notwithstanding                     the foregoing (except the foregoing proviso), a
waiver or consent to depart from                     the provisions hereof, with respect
to a matter, which relates exclusively to                     the rights of Holders whose
securities are being sold pursuant to a Shelf                     Registration Statement
and does not directly or indirectly adversely affect the                     rights of
other Holders, may be given by the Majority Holders, determined on the
                    basis of Notes being sold rather than registered under such Shelf
Registration                     Statement.  







	 	        (e)       
Notices. All notices and other communications provided for or permitted
                    hereunder shall be made in writing by hand delivery, first class mail
                    (registered or certified, return receipt requested), telex, facsimile
                    transmission, or air courier guaranteeing overnight delivery:  







	 	        (i)       
                    if to a Holder, at the address set forth on the records of the
registrar under                     the Indenture or the transfer agent of the Common
Stock, as the case may be; and  








22 











	 	        (ii)      
                    if to the Company, initially at its address set forth in the Purchase
Agreement,  







	 	
With
a copy to: 






	 	
Foley
& Lardner LLP
777 East Wisconsin Avenue

Milwaukee, Wisconsin 53202

Attn:  Benjamin F. Garmer, III 






         All
such notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; five Business Days after being deposited in
the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt
acknowledged, if transmitted by facsimile; and on the next Business Day, if timely
delivered to an air courier guaranteeing overnight delivery. 



         Any
party hereto may change the address for receipt of communications by giving written notice
to the others. 



	 	        (f)       Successors
and Assigns. This Agreement shall inure to the benefit of and           be binding
upon the successors and assigns of each of the parties, including           without
limitation and without the need for an express assignment, subsequent           Holders
of Transfer Restricted Securities. The Company hereby agrees to extend           the
benefit of this Agreement to any Holder and any such Holder may specifically
          enforce the provisions of this Agreement as if an original party hereto.  







	 	        (g)       Counterparts. This
Agreement may be executed in any number of           counterparts and by the parties
hereto in separate counterparts, each of which           when so executed shall be deemed
to be an original and all of which taken           together shall constitute one and the
same agreement.  







	 	        (h)       Notes
Held by the Company or Their Affiliates. Whenever the consent or           approval
of Holders of a specified percentage of Transfer Restricted Securities           is
required hereunder, Transfer Restricted Securities held by the Company or its
          Affiliates (other than subsequent Holders if such subsequent Holders are deemed
          to be Affiliates solely by reason of their holding of such Notes) shall not be
          counted in determining whether such consent or approval was given by the
Holders           of such required percentage.  







	 	        (i)       Headings. The
headings in this Agreement are for convenience of reference           only and shall not
limit or otherwise affect the meaning hereof.  







	 	        (j)       Governing
Law. This Agreement shall be governed by and construed in           accordance with
the law of the State of New York.  








23 











	 	        (k)       Severability. If
any one or more of the provisions contained herein, or           the application thereof
in any circumstance, is held invalid, illegal or           unenforceable, the validity,
legality and enforceability of any such provision           in every other respect and of
the remaining provisions contained herein shall           not be affected or impaired
thereby, it being intended that all of the rights           and privileges of the parties
shall be enforceable to the fullest extent           permitted by law.  







	 	        (l)       Entire
Agreement. This Agreement is intended by the parties as a final           expression
of their agreement and intended to be a complete and exclusive           statement of the
agreement and understanding of the parties hereto in respect of           the subject
matter contained herein. There are no restrictions, promises,           warranties or
undertakings, other than those set forth or referred to herein           with respect to
the registration rights granted by the Company with respect to           the Transfer
Restricted Securities. This Agreement supersedes all prior           agreements and
understandings between the parties with respect to such subject           matter.  


















24 













        IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above. 






		
REGAL-BELOIT CORPORATION



		By:   	/s/ Kenneth F. Kaplan   

		Name:	Kenneth F. Kaplan
		Title:	Vice President, Chief Financial
			Officer and Secretary
			





		BANC OF AMERICA SECURITIES LLC

DEUTSCHE BANK SECURITIES INC.

WACHOVIA CAPITAL MARKETS, LLC

ROBERT W. BAIRD & CO. INCORPORATED

Acting severally on behalf of themselves 
and the several Initial Purchasers



By BANC OF AMERICA SECURITIES LLC





		By:   	/s/ Derek Dillon   

			Authorized Representative
 















25